Netlist (NLST) CEO option exercise and Rule 10b5-1 share sales detailed

Rhea-AI Filing Summary

Netlist Inc. insider activity centers on option exercise and planned sales. The company’s President, CEO and Chairman exercised an employee stock option for 300,000 shares of common stock at $0.70 per share, paying a total of $283,248.00 in cash including exercise price and withholding taxes. The option was previously scheduled to expire on 01/18/2026, and no shares were sold or withheld to cover the exercise.

Following this, the insider reported selling 200,000 shares of common stock at $1.00 per share and an additional 50,000 shares at $1.00 per share. These sales were executed under Rule 10b5-1 trading plans adopted on September 12, 2025, one by the reporting person and one by the Hong-Cha Property Trust. After the transactions, the insider reported 8,354,382 shares held directly, including shares underlying unvested restricted stock units, and 3,561,177 shares held indirectly through the Hong-Cha Property Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hong Chun K

(Last) (First) (Middle)

111 ACADEMY, SUITE 100

(Street)

IRVINE CA 92617

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NETLIST INC [ NLST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		M		300,000(1)	A	$0.7	8,354,382(2)	D
Common Stock	01/05/2026		S		200,000(3)	D	$1	8,154,382(2)	D
Common Stock	01/05/2026		S		50,000(4)	D	$1	3,561,177	I	Hong-Cha Property Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$0.7	12/31/2025		M			300,000	(1)	01/18/2026	Common Stock	300,000	$0	0	D

Explanation of Responses:

1. The Reporting Person acquired 300,000 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"), upon the exercise in full of a stock option scheduled to expire on 1/18/2026 previously issued pursuant to the Issuer's Amended and Restated 2006 Equity Incentive Plan. The Reporting Person paid the full exercise price of $210,000.00 ($0.70 per share) and applicable withholding taxes of $73,248.00 in cash, for a total cash amount of $283,248.00. No shares of Common Stock of the Issuer were sold or withheld in connection with the exercise.

2. The amount reported includes shares subject to unvested restricted stock units.

3. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025.

4. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Chun Ki Hong Won Kyung Cha Community Property Trust dated 8/16/2004 on September 12, 2025.

	/s/ Gail M. Sasaki, Attorney-in-Fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Netlist (NLST) report in this filing?

The President, CEO and Chairman of Netlist Inc. reported exercising an employee stock option for 300,000 shares at $0.70 per share and selling 250,000 shares of common stock at $1.00 per share in two separate transactions.

How much did the Netlist (NLST) insider pay to exercise the stock option?

The reporting person paid a total of $283,248.00 in cash, consisting of the $210,000.00 exercise price ($0.70 per share for 300,000 shares) plus $73,248.00 in applicable withholding taxes.

Were the Netlist (NLST) share sales made under a Rule 10b5-1 trading plan?

Yes. The sale of 200,000 shares was effected under a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025, and the sale of 50,000 shares was effected under a Rule 10b5-1 trading plan adopted on the same date by the Chun Ki Hong Won Kyung Cha Community Property Trust.

What are the Netlist (NLST) insider’s holdings after these transactions?

After the reported transactions, the insider beneficially owned 8,354,382 shares of Netlist common stock directly, which includes shares subject to unvested restricted stock units, and 3,561,177 shares held indirectly through the Hong-Cha Property Trust.

What happened to the Netlist (NLST) stock option referenced in the filing?

The insider exercised in full an employee stock option for 300,000 shares of common stock at $0.70 per share. This option was issued under Netlist’s Amended and Restated 2006 Equity Incentive Plan and had been scheduled to expire on 01/18/2026.

Did Netlist (NLST) withhold or sell shares to cover taxes on the option exercise?

No. The explanation states that no shares of Netlist common stock were sold or withheld in connection with the exercise; instead, the reporting person paid the exercise price and applicable withholding taxes entirely in cash.